Alabama Incorporation by doriann




                           ARTICLES OF INCORPORATION



       Pursuant to the provisions of the Alabama Non-Profit Corporation Act, the

undersigned hereby sets forth and adopts the following Articles of Incorporation.

                                     Article I - Name

       The name of the non-profit corporation shall be Alabama Association of Foreign

Language Teachers (hereinafter the Corporation).

                                   Article II - Duration

       The period of duration of the Corporation shall be perpetual.

                            Article III - Purposes and Powers

       This Corporation is organized exclusively for charitable, religious, educational,

and scientific purposes, including, for such purposes, the making of distributions to

organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal

Revenue Code, or corresponding section of any future federal tax code. The Corporation

shall have all powers now conferred or which may be conferred upon a non-profit

corporation under the laws of the State of Alabama which are not in conflict with the

terms of these Articles.
                                 Article IV - Membership

        The Corporation shall have members, with rights and duties as conferred in the

Corporation's Bylaws.

                                 Article V - Incorporator

       The name and address of the incorporator is as follows:

Name                          Address:
Linda Paragone                1209 Chesterfield Rd.
                              Huntsville, AL 35803

                                   Article VI - Officers

       The officers of the Corporation shall consist of a President, First Vice President,

Second Vice President, Recording Secretary, a Corresponding Secretary and Treasurer,

any two (2) or more of which may be held by one (1) person, except that the President

shall not be the Recording Secretary or Corresponding Secretary. Each said officer shall

be elected or appointed at such time and in such manner and for such term and shall have

the powers and duties as may be prescribed in the Bylaws.

                                  Article VII - Directors

       The initial directors of the Corporation with their respective addresses are as

Director #1:   Kelly Elmore
               3428 Tanglewood Dr. S.W.
               Decatur, AL 35603

Director #2:   Dr. Pamela Long
               P.O. Box 244023
               Montgomery, AL 36124-4023

Director #3:   Adam Martin
               405 S. Dean Rd.
               Auburn, AL 36830

Director #4:   Dr. Krista Chambless
               909 Princeton Place
               Northport, AL 35473

Director #5:   Dr. Andrew Seeger
               P.O. Box 244023
               Montgomery, AL 36124-4023

Director #6:   Beth Walker
               3748 Edgebrook St.
               Northport, AL 35475

                         Article VIII - Registered Office and Agent

       The registered office of the Corporation shall be 1209 Chesterfield Rd.,

Huntsville, AL 35803. The registered agent of the Corporation shall be Linda Paragone.

                                     Article IX - Bylaws

       The Corporation as hereinabove provided shall have the power to adopt Bylaws

for the regulation of its internal affairs and for all other purposes not inconsistent with the

constitution and laws of the State of Alabama and with these Articles of Incorporation.

                                 Article X - Indemnification

       Every director and every officer of the Corporation shall be indemnified by the

Corporation against all expenses and liabilities, including attorney’s fees, reasonably

incurred by or imposed upon him or her in connection with an proceeding or any
settlement of any proceeding to which he or she may be a party or in which he or she may

become involved by reason of his or her being or having been a director or officer at the

time such expense are incurred, except when the director or officer is adjudged guilty of

willful misfeasance in the performance of his or her duties. The foregoing right of

indemnification shall be in addition to and not exclusive of all rights to which such

director or officer may be entitled. The directors shall be authorized to purchase

directors= and officers’ liability insurance providing coverage to the officers and

directors of the Corporation at the expense of the Corporation.

                                 Article XI - Amendment

       Amendments to the Articles of Incorporation shall be made in the following

manner: The board of directors may adopt amendments to the Articles of Incorporation

by majority vote.

                                 Article XII - Dissolution

       Upon the dissolution of the Corporation, assets shall be distributed for one or

more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue

Code, or corresponding section of any future federal tax code, or shall be distributed to

the federal government, or to a state or local government, for a public purpose. Any such

assets not disposed of shall be disposed of by the circuit court of the county in which the

principal office of the organization is then located, exclusively for such purposes or to

such organization or organizations, as said court shall determine, which are organized and

operated exclusively for such purposes.
                               Article XIII - Other Provisions

       No substantial part of the activities of this Corporation shall consist of carrying on

propaganda, or otherwise attempting to influence legislation, and the Corporation shall

not participate in, or intervene in (including the publishing or distribution of statements),

any political campaign on behalf of, or in opposition to, any candidate for public office.

       No part of the net earnings of this Corporation shall inure to the benefit of, or be

distributable to, its members, trustees, officers, or other private persons, except that the

Corporation shall be authorized and empowered to pay reasonable compensation for

services rendered and to make payments and distributions in furtherance of the purposes

set forth in the purpose clause hereof.

       Notwithstanding any other provision of these Articles, this Corporation shall not

carry on any other activities not permitted to be carried on (1) by a corporation exempt

from federal income tax under Section 501(c)(3) of the Internal Revenue Code or

corresponding section of any future federal tax code, or (2) by an organization,

contributions to which are deductible under Section 170(c)(2) of the Internal Revenue

Code or any future federal tax code.

       IN WITNESS WHEREOF, the undersigned incorporator has executed these

Articles of Incorporation on this the _____ day of __________________, 200__.


                                       Linda Paragone
Affirmed to and subscribed before me on this the ____ day of ________________,

                                   Notary Public
My Commission Expires:


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